Common use of Anticorruption Laws Clause in Contracts

Anticorruption Laws. Neither the Company, the Subsidiaries, nor any director, officer, employee, distributor, reseller, consultant, agent or other third party acting on behalf of the Company or any of the Subsidiaries, has provided, attempted to provide, or authorized the provision of anything of value (including payments, meals, entertainment, travel expenses or accommodations, or gifts), directly or indirectly, to any person, including a “foreign official”, as defined by the Foreign Corrupt Practices Act (“FCPA”), which includes employees or officials working for state-owned or controlled entities, a foreign political party or candidate, or any individual employed by or working on behalf of a public international organization, for the purpose of corruptly (i) obtaining or retaining business; (ii) influencing any act or decision of a foreign government official in their official capacity; (iii) inducing a foreign government official to do or omit to do any act in violation of their lawful duties; or (iv) securing any advantage in violation of the FCPA or United Kingdom Bribery Act of 2010 (“UKBA”) or any applicable local, domestic, or international anticorruption laws. Neither the Company, the Subsidiaries, nor any of their respective directors, officers, employees or agents acting on behalf of the Company or any of the Subsidiaries has used any corporate funds to maintain any off-the-books funds or engage in any off-the-books transactions nor has any of the before stated parties falsified any Company documents. The Company and the Subsidiaries have not made any provisions to any person (including foreign government officials) that would constitute an improper rebate, commercial bribe, influence payment, extortion, kickback, or other improper payment in violation of the FCPA, UKBA, or any other applicable anticorruption law. The Company and the Subsidiaries have not conducted any internal or government-initiated investigation, or made a voluntary, directed, or involuntary disclosure to any governmental body or similar agency with respect to any alleged act or omission arising under or relating to any noncompliance with any anticorruption law, including the FCPA and UKBA.

Anticorruption Laws. Neither (i) Its Obligants shall not directly or indirectly pay, offer or promise to pay, or authorize the Companypayment of any money, or give, offer or promise to give, or authorize the Subsidiariesgiving of anything else of value in violation of applicable Anti-Corruption Laws, nor to: (1) any directorGovernment Official in order to improperly influence official action; (2) any individual (whether or not a Government Official) (x) to improperly influence such individual to act in breach of a duty of good faith, officerimpartiality or trust (“Acting Improperly”), employee(y) to improperly reward such individual for Acting Improperly, distributor, reseller, consultant, agent or (z) where it is known that such individual would be Acting Improperly by receiving the money or other third party acting on behalf thing of value; (3) any other Person while knowing or having reason to know that all or any portion of the Company money or any other thing of the Subsidiariesvalue shall be paid, has providedoffered, attempted to providepromised or given to, or authorized shall otherwise benefit, a Government Official in order to improperly influence official action for or against either Party in connection with the provision matters that are the subject of anything of value this Agreement; or (including payments, meals, entertainment, travel expenses 4) any Person to improperly reward that Person for Acting Improperly or accommodations, or gifts)to improperly induce that Person to Act Improperly. (ii) Its Obligants shall not, directly or indirectly, solicit, receive or agree to accept any personpayment of money or anything else of value in violation of the applicable Anti-Corruption Laws. (iii) The Subject Party and its Obligants shall comply with the applicable Anti-Corruption Laws and shall not take or perform any action that is a violation of any such Anti-Corruption Laws or cause either Party (or its Affiliates) to be in violation of any such Anti-Corruption Laws. In furtherance of the foregoing, including a “foreign official”each acknowledges and confirms the following: (1) Each Subject Party has implemented policies, as defined by procedures and internal controls reasonably designed to promote compliance with applicable Anti-Corruption Laws. (2) To the Foreign Corrupt Practices Act best of the Subject Party’s and its Affiliates’ knowledge upon reasonable inquiry, none of its Obligants that will participate in or support the Subject Party’s performance of its obligations hereunder has, directly or indirectly, (“FCPA”x) paid, offered or promised to pay, or authorized the payment of any money; (y) given, offered or promised to give, or authorized the giving of anything else of value; or (z) solicited, received or agreed to accept any payment of money or anything else of value, in each case ((x), which includes employees (y) and (z)), in violation of the Anti-Corruption Laws during the [**] preceding the Effective Date in relation to the obligations under this Agreement or officials working for state-owned or controlled entitiesthe Intellectual Property Rights, a foreign political party or candidatetechnology, contracts, materials, or licenses or other assets that are the subject of this Agreement. (3) To the best of each Subject Party’s and its Affiliates’ knowledge upon reasonable inquiry, none of its Intellectual Property Rights, technology, contracts, materials, or licenses or other assets that are the subject of this Agreement were procured in violation of any individual employed by or working Anti-Corruption Laws. (4) The Subject Party, on behalf of a public international organizationitself and its Obligants, for represents and warrants to the purpose other Party that all information provided by the Subject Party and its Obligants to the other Party in any anti-bribery and corruption due diligence checklist, similar due diligence process performed by the other Party or its Affiliates or inquiry by the other Party related to the Subject Party’s or its Obligants compliance with Anti-Corruption Laws is true, complete and correct in all material respects at the date it was provided and that any material changes in circumstances relevant to the answers provided in such exercise shall be promptly disclosed to the other Party. (5) The Subject Party shall promptly provide the other Party with written notice of corruptly any of the following events: (i) obtaining upon becoming aware of any actual or retaining businessalleged breach or violation by the Subject Party or any of its Obligant of any representation, warranty or undertaking set forth in this Section 12.2 (Covenants, Representations and Warranties For Compliance with Laws); (ii) influencing upon receiving a notification that it is the target or subject of an investigation, formal or informal inquiry or enforcement proceedings by a government authority for violation of any act Anti-Corruption Laws in relation to the obligations under this Agreement or decision the Intellectual Property Rights, technology, contracts, materials, or licenses or other assets that are the subject of a foreign government official in their official capacitythis Agreement; (iii) inducing upon receiving any notice, request, subpoena or citation from a foreign government official to do or omit to do authority for any act in violation of their lawful dutiesany Anti-Corruption Law in relation to the obligations under this Agreement or the Intellectual Property Rights, technology, contracts, materials, or licenses or other assets that are the subject of this Agreement; or (iv) securing upon receipt of information that any advantage in of the Subject Party’s Obligants is the target or subject of an investigation, formal or informal enquiry or enforcement proceedings by a government authority for a violation of any Anti-Corruption Law in relation to the FCPA obligations under this Agreement or United Kingdom Bribery Act the Intellectual Property Rights, technology, contracts, materials, or licenses or other assets that are the subject of 2010 this Agreement. (6) For the Term and for [**] following the expiration or earlier termination of the Agreement, the Subject Party shall for the purpose of auditing and monitoring the performance of its compliance with this Agreement and particularly this Section 12.2 (Covenants, Representations and Warranties For Compliance with Laws) permit the other Party and its Approved Auditors to have reasonable access, with reasonable advance notice and not more than [**] in each [**] (except for cause), to relevant premises of the Subject Party used in connection with this Agreement, together with a right to reasonably access personnel and records that relate to this Agreement and shall use Commercially Reasonable Efforts to provide reasonable access to relevant premises of the Obligants used in connection with this Agreement, together with a right to reasonably access personnel and records of Obligants that relate to this Agreement (“UKBASubject Party Audit”) ). The Subject Party shall provide or any applicable local, domestic, or international anticorruption laws. Neither shall use Commercially Reasonable Efforts to procure that its Obligants provide all co-operation as reasonably requested by the Company, other Party for the Subsidiaries, nor any of their respective directors, officers, employees or agents acting on behalf purposes of the Company Subject Party Audit, with the understanding that the other Party shall be responsible for all costs and fees of any Subject Party Audit and the other Party shall procure that any auditor enters into a confidentiality agreement consistent with the confidentiality provisions elsewhere in this Agreement in all material respects. (7) If (A) the other Party becomes aware of, whether or not through a Subject Party Audit, that the Subject Party (or any of its Obligants) is in breach of any representation, warranty or undertaking in Section 12.1 (General) or of the Subsidiaries Anti-Corruption Laws; or (B) the other Party receives notification that a suspected or actual violation of an Anti-Corruption Law has used any corporate funds to maintain any off-the-books funds occurred by the Subject Party or engage in any off-the-books transactions nor has any of its Obligants, in each case of (A)-(B), the before stated parties falsified other Party shall have the right, in addition to any Company documentsother rights or remedies under this Agreement or to which the other Party may be entitled in law or equity, to take such steps as are reasonably necessary in order to avoid a potential violation or continuing violation by the other Party or any of its Affiliates of the Anti-Corruption Laws, including by requiring that the Subject Party agrees to and uses Commercially Reasonable Efforts to implement curative actions reasonably requested in good faith by the other Party. The Company In the event that the Subject Party is in breach of any representation, warranty or undertaking in Section 12.1 (General) and refuses to use Commercially Reasonable Efforts to implement the curative actions reasonably requested by the other Party in good faith (and provided, that the other Party has (x) provided the Subject Party with an explanation in reasonable detail as to why the other Party considers such actions necessary, (y) given the Subject Party a reasonable opportunity to review and comment upon the proposed actions and to provide its view as to the necessity or usefulness of these to address the event concerned, and (z) considered such comments in good faith), the other Party shall be entitled to terminate this Agreement in its entirety with immediate effect (subject to tolling under Section 17.2(b) for any dispute about the existence of such breach to the extent exercised by a Party thereunder). Any termination of this Agreement pursuant to this Section 12.2 (Covenants, Representations and Warranties For Compliance with Laws) shall be treated as a termination for breach by the Subject Party of this Agreement and the Subsidiaries consequences of termination shall apply and additionally, subject to the accrued rights of the Parties prior to termination, the other Party shall have not made no liability to the Subject Party for any provisions to any person (including foreign government officials) that would constitute an improper rebatefees, commercial bribe, influence payment, extortion, kickback, reimbursements or other improper payment in violation of the FCPAcompensation or for any loss, UKBAcost, claim or any other applicable anticorruption law. The Company and the Subsidiaries have not conducted any internal damage resulting, directly or government-initiated investigationindirectly, or made a voluntary, directed, or involuntary disclosure to any governmental body or similar agency with respect to any alleged act or omission arising under or relating to any noncompliance with any anticorruption law, including the FCPA and UKBAfrom such termination.

Anticorruption Laws. Neither the Company, the Subsidiaries, Company nor any director, officer, employee, distributor, reseller, consultant, agent or other third party acting on behalf of the Company or any of the SubsidiariesCompany, has provided, attempted to provide, or authorized the provision of anything of value (including but not limited to payments, meals, entertainment, travel expenses or accommodations, or gifts), directly or indirectly, to any person, including a “"foreign official”", as defined by the Foreign Corrupt Practices Act (“"FCPA”"), which includes employees or officials working for state-owned or controlled entities, a foreign political party or candidate, or any individual employed by or working on behalf of a public international organization, or any other person, for the purpose of corruptly (i) obtaining or retaining business; (ii) influencing any act or decision of a foreign government official in their official capacity; (iii) inducing a foreign government official to do or omit to do any act in violation of their lawful duties; (iv) directing business to another; or (ivv) securing any advantage in violation of the FCPA or United Kingdom Bribery Act of 2010 (“UKBA”) or any applicable local, domestic, or international anticorruption laws. Neither the Company, nor, to the SubsidiariesKnowledge of the Company, nor any of their respective directorsdirector, officersofficer, employees employee or agents acting on behalf of the Company or any of the Subsidiaries has used any corporate funds to maintain any off-the-books funds or engage in any off-the-books transactions nor has any of the before stated parties falsified any Company documents. The Company and the Subsidiaries have has not made any provisions to any person (including foreign government officials) that would constitute an improper rebate, commercial bribe, influence payment, extortion, kickback, or other improper payment in violation of the FCPA, UKBA, FCPA or any other applicable anticorruption law. The Company maintain sufficient internal controls and compliance programs to detect and prevent violations of anticorruption laws (including the Subsidiaries have FCPA), ensure its Books and Records are accurately maintained, and track any payments made to third parties and foreign government officials. The Company has not conducted any internal or government-initiated investigation, or made a voluntary, directed, or involuntary disclosure to any governmental body or similar agency with respect to any alleged act or omission arising under or relating to any noncompliance with any anticorruption law, including the FCPA and UKBAFCPA.

Anticorruption Laws. Neither the Company, the Subsidiaries, nor any director, officer, employee, distributor, reseller, consultant, agent or other third party acting on behalf of the Company or its Subsidiaries nor any of the Subsidiariesits or their respective officers, has provideddirectors, attempted to provideagents, Employees, Affiliates or authorized the provision of anything of value (including payments, meals, entertainment, travel expenses other Persons associated with or accommodations, acting on its or gifts)their behalf has, directly or indirectly, (i) taken any action which would cause it to any person, including a “foreign official”, as defined by be in violation of the U.S. Foreign Corrupt Practices Act (“FCPA”)of 1977, which includes employees or officials working for state-owned or controlled entitiesas amended, a foreign political party or candidatethe U.S. Travel Act, any domestic commercial bribery statute, or any individual employed by other applicable law from any jurisdiction relating to anti-corruption or working on behalf anti-bribery law or regulation, including the U.K. Bribery Act of a public international organization2010 or any similar rules or regulations (collectively, for the purpose of corruptly (i) obtaining or retaining business“Anticorruption Laws”); (ii) influencing used any act corporate funds for unlawful contributions, gifts, entertainment or decision of a foreign government official in their official capacityother unlawful expenses relating to political activity; (iii) inducing a made, offered or authorized any unlawful payment or other thing of value to foreign or domestic government official officials or employees; (iv) made, offered or authorized any bribe, rebate, payoff, influence payment, kickback or other similar unlawful payment to do or omit to do any act in violation of their lawful dutiesPerson; or (ivv) securing taken any advantage action that would cause it to be in violation of the FCPA or United Kingdom Bribery Act of 2010 (“UKBA”) or any applicable local, domestic, or international anticorruption lawsAnticorruption Laws. Neither the Company, the Subsidiaries, Company or its Subsidiaries nor any of its or their respective officers, directors, officersagents, employees Employees, Affiliates or agents other Persons associated with or acting on its or their behalf of the Company or any of the Subsidiaries has used any corporate funds to maintain any off-the-funds not reflected in the Company’s books funds and records or engage in any offtransactions not reflected in the Company’s books and records. There are no pending or, to the Knowledge of the Company, threatened in writing Claims, charges, investigations (internal or government-the-books transactions nor has initiated), violations, settlements, civil or criminal enforcement actions, lawsuits, or other court actions against the Company or any of its Subsidiaries with respect to the before stated parties falsified Anticorruption Laws. There are no actions, conditions or circumstances pertaining to the Company’s or its Subsidiaries’ activities that may give rise to any Company documentsfuture Claims, charges, investigations, violations, settlements, civil or criminal actions, lawsuits, or other court actions under the Anticorruption Laws. The Company and the its Subsidiaries have not made any provisions established and maintain a compliance program and reasonable internal controls and procedures appropriate to any person (including foreign government officials) that would constitute an improper rebate, commercial bribe, influence payment, extortion, kickback, or other improper payment in violation the requirements of the FCPA, UKBA, or any other applicable anticorruption law. The Company Anticorruption Laws and the Subsidiaries have not conducted any internal or government-initiated investigation, or has made a voluntary, directed, or involuntary disclosure to any governmental body or similar agency with respect to any alleged act or omission arising under or relating to any noncompliance with any anticorruption law, including the FCPA and UKBAavailable all of such documentation.

Anticorruption Laws. Neither the Company, the Subsidiaries, Company nor any director, officer, employee, distributor, reseller, consultant, agent or other third party acting on behalf of the Company or any of the SubsidiariesCompany, has provided, attempted to provide, or authorized the provision of anything of value (including but not limited to payments, meals, entertainment, travel expenses or accommodations, or gifts), directly or indirectly, to any person, including a “foreign official”, as defined by the Foreign Corrupt Practices Act (“FCPA”), which includes employees or officials working for state-owned or controlled entities, a foreign political party or candidate, or any individual employed by or working on behalf of a public international organization, or any other person, for the purpose of corruptly (i) obtaining or retaining business; (ii) influencing any act or decision of a foreign government official in their official capacity; (iii) inducing a foreign government official to do or omit to do any act in violation of their lawful duties; (iv) directing business to another; or (ivv) securing any advantage in violation of the FCPA or United Kingdom Bribery Act of 2010 (“UKBA”) or any applicable local, domestic, or international anticorruption laws. Neither the Company, the Subsidiaries, nor any of their respective directorsdirector, officersofficer, employees employee or agents acting on behalf of the Company or any of the Subsidiaries has used any corporate funds to maintain any off-the-books funds or engage in any off-the-books transactions nor has any of the before stated parties falsified any Company documents. The Company and the Subsidiaries have has not made any provisions to any person (including foreign government officials) that would constitute an improper rebate, commercial bribe, influence payment, extortion, kickback, or other improper payment in violation of the FCPA, UKBA, or any other applicable anticorruption law. The Company maintain sufficient internal controls and compliance programs to detect and prevent violations of anticorruption laws (including the Subsidiaries have FCPA and UKBA), ensure its Books and Records are accurately maintained, and track any payments made to third parties and -28- foreign government officials. The Company has not conducted any internal or government-initiated investigation, or made a voluntary, directed, or involuntary disclosure to any governmental body or similar agency with respect to any alleged act or omission arising under or relating to any noncompliance with any anticorruption law, including the FCPA and UKBA. Upon request, the Company agrees to provide Parent with anticorruption law certifications and agree to permit access to its Books and Records.

Anticorruption Laws. Neither the Company, the SubsidiariesAcquired Companies, nor any directorof their respective directors, officermanagers, employeeofficers or employees, distributornor to the Seller’s Knowledge, resellerdistributors, consultantresellers, agent consultants or other third party agents acting on behalf of the Company or any of the SubsidiariesAcquired Company, has provided, attempted to provide, or authorized the provision of anything of value (including payments, meals, entertainment, travel expenses or accommodations, or gifts), directly or indirectly, to any person, including a “foreign official”, ,” as defined by the Foreign Corrupt Practices Act (“FCPA”), which includes employees or officials working for state-owned or controlled entities, a foreign political party or candidate, or any individual employed by or working on behalf of a public international organization, organization for the purpose of corruptly (i) obtaining or retaining businessbusiness for or with, or directing business to, any person; (ii) influencing any act or decision of a foreign government official in their his or her official capacity; (iii) inducing a foreign government official to do or omit to do any act in violation of their his/her lawful duties; or (iv) securing any improper advantage in violation of the FCPA or United Kingdom Bribery Act of 2010 (“UKBA”) the PCA or any applicable local, domestic, or international anticorruption laws. Neither None of the Company, the SubsidiariesAcquired Companies, nor any of their respective directors, managers, officers, employees nor to the Seller’s Knowledge, distributors, resellers, consultants or agents acting on behalf of the any Acquired Company or any of the Subsidiaries has used any corporate funds to maintain any off-the-books funds or engage in any off-the-books transactions nor has any of the before stated parties falsified any Company documentsdocuments of the Acquired Companies. The Company and None of the Subsidiaries have not made any provisions Acquired Companies has provided to any person (including foreign government officials) that would constitute an any improper rebate, commercial bribe, influence payment, extortion, kickback, or other improper payment in violation of the FCPA, UKBA, PCA or any other applicable anticorruption law. The Company and None of the Subsidiaries have not Acquired Companies has conducted any internal or government-initiated investigation, or made a voluntary, directed, or involuntary disclosure to any governmental body or similar agency with respect to any alleged act or omission arising under or relating to any noncompliance with any anticorruption law, including the FCPA and UKBAPCA.

Anticorruption Laws. Neither (a) Since July 12, 2013, neither the Company nor any of its Subsidiaries (or to the knowledge of the Company, the Subsidiariesany of their respective officers, nor any directordirectors, officeragents, employeedistributors, distributor, reseller, consultant, agent employees or other third party Person acting on behalf of the Company or any of the its Subsidiaries, has provided, attempted to provide, or authorized the provision of anything of value (including payments, meals, entertainment, travel expenses or accommodations, or gifts)) has, directly or indirectly, taken any action which would cause it to any person, including a “foreign official”, as defined by be in material violation of the Foreign Corrupt Practices Act of 1977, as amended, the UK ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ and any Law implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any rules or regulations thereunder or any similar anti-corruption or anti-bribery Laws applicable to the Company or any of its Subsidiaries in any jurisdiction other than the United States (collectively, the “FCPAAnticorruption Laws”). (b) Neither the Company nor any of its Subsidiaries has, which includes employees directly or officials working for state-owned indirectly (or, to the knowledge of the Company, through the actions of third parties), paid, promised or controlled entitiesoffered to pay, a foreign political party or candidateauthorized the payment of, or accepted any individual employed by money or working on behalf given any promise or offer to give, or authorized the giving of anything of value, to a public international organization, Public Official or Entity for the purpose purposes of corruptly obtaining or retaining business for or with, or directing business to, any person or entity, by (i) obtaining influencing any official act, decision or retaining businessomission of such Public Official or Entity; (ii) influencing any act inducing such Public Official or decision of a foreign government official in their official capacity; (iii) inducing a foreign government official Entity to do or omit to do any act in violation of their the lawful dutiesduty of such Public Official or Entity; (iii) securing any improper advantage; or (iv) securing inducing such Public Official or Entity to affect or influence any advantage in violation act or decision of the FCPA another Public Official or United Kingdom Bribery Act of 2010 Entity. (“UKBA”c) or any applicable local, domestic, or international anticorruption laws. Neither the Company, the Subsidiaries, Company nor any of their respective directorsits Subsidiaries has, officersdirectly or indirectly, employees promised, offered, provided, or agents acting on behalf accepted any corrupt payment, gratuity, emolument, bribe, kickback, excessive gift or hospitality or other illegal or unethical benefit to a customer or other third party or to a Public Official or Entity. (d) Neither the Company nor any of its Subsidiaries has, directly or indirectly, established or maintained any fund or asset with respect to the Company or any of its Subsidiaries that has not been accurately recorded in its books and records. (e) To the Subsidiaries has used any corporate funds to maintain any off-the-books funds or engage in any off-the-books transactions nor has any knowledge of the before stated parties falsified Company, no claims, complaints, charges, investigations, voluntary disclosures or proceedings are pending, expected or threatened under any Company documents. The Company and the Subsidiaries have not made any provisions to any person (including foreign government officials) that would constitute an improper rebate, commercial bribe, influence payment, extortion, kickback, or other improper payment in violation of the FCPA, UKBA, or any other applicable anticorruption law. The Company and the Subsidiaries have not conducted any internal or government-initiated investigation, or made a voluntary, directed, or involuntary disclosure to any governmental body or similar agency with respect to any alleged act or omission arising under or relating to any noncompliance with any anticorruption law, including the FCPA and UKBAAnticorruption Law.

Anticorruption Laws. Neither the Company, the Subsidiaries, Company nor any director, officer, employee, distributor, reseller, consultant, agent or other third party acting on behalf of the Company or any of the Subsidiaries, has provided, attempted to provide, or authorized the provision of anything of value (including payments, meals, entertainment, travel expenses or accommodations, or gifts)Related Party has, directly or indirectly, (i) taken any action that would cause it to any person, including a “foreign official”, as defined by be in violation of the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.S. Travel Act, any domestic commercial bribery statute or any other applicable Law from any jurisdiction relating to anti-corruption or anti-bribery law or regulation (collectively, the “FCPAAnticorruption Laws”), which includes employees or officials working for state-owned or controlled entities, a foreign political party or candidate, or any individual employed by or working on behalf of a public international organization, for the purpose of corruptly (i) obtaining or retaining business; (ii) influencing used any act corporate funds for unlawful contributions, gifts, entertainment or decision of a foreign government official in their official capacityother unlawful expenses relating to political activity; (iii) inducing a made, offered or authorized any unlawful payment or other thing of value to foreign or domestic government official officials or employees; (iv) made, offered or authorized any bribe, rebate, payoff, influence payment, kickback or other similar unlawful payment to do any Person; or omit (v) taken any action that would cause it to do any act be in violation of their lawful duties; or (iv) securing any advantage in violation of the FCPA or United Kingdom Bribery Act of 2010 (“UKBA”) or any applicable local, domestic, or international anticorruption lawsAnticorruption Law. Neither the Company, the Subsidiaries, Company nor any of their respective directors, officers, employees or agents acting on behalf of the Company or any of the Subsidiaries Related Party has used any corporate funds to maintain any off-the-funds not reflected in the Company’s books funds and records or engage in any off-the-transactions not reflected in the Company’s books transactions nor has any and records. There are no pending or, to the Knowledge of the before stated parties falsified any Company documents. The Company and the Subsidiaries have not made any provisions to any person Company, threatened in writing Claims, charges, investigations (including foreign government officials) that would constitute an improper rebate, commercial bribe, influence payment, extortion, kickback, or other improper payment in violation of the FCPA, UKBA, or any other applicable anticorruption law. The Company and the Subsidiaries have not conducted any internal or government-initiated investigationinitiated), violations, settlements, civil or criminal enforcement actions, lawsuits, or made a voluntary, directed, or involuntary disclosure to any governmental body or similar agency other court actions against the Company with respect to any alleged act Anticorruption Laws. To the Knowledge of the Company, there are no actions, conditions or omission arising under or relating circumstances pertaining to the Company’s activities that may give rise to any noncompliance with future Claims, charges, investigations, violations, settlements, civil or criminal actions, lawsuits, or other court actions under any anticorruption lawAnticorruption Law. The Company has established and maintains a compliance program and reasonable internal controls and procedures appropriate for the requirements of the Anticorruption Laws, including and the FCPA and UKBACompany has made available to Parent all documentation related to the compliance program.

Anticorruption Laws. Neither the Company, the Company nor any of its Subsidiaries, nor any directordirectors, officerofficers, employeeemployees, distributordistributors, resellerresellers, consultantconsultants, agent or other third party acting on behalf of the Company or any of the its Subsidiaries, has provided, attempted to provide, or authorized the provision of anything of value (including but not limited to payments, meals, entertainment, travel expenses or accommodations, or gifts), directly or indirectly, to any person, including a “foreign official”, as defined by the Foreign Corrupt Practices Act (“FCPA”), which includes employees or officials working for state-owned or controlled entities, a foreign political party or candidate, or any individual employed by or working on behalf of a public international organization, or any other person, for the purpose of corruptly (i) obtaining or retaining business; (ii) influencing any act or decision of a foreign government official in their official capacity; (iii) inducing a foreign government official to do or omit to do any act in violation of their lawful duties; (iv) directing business to another; or (ivv) securing any advantage in violation of the FCPA or United Kingdom Bribery Act of 2010 (“UKBA”) or any applicable local, domestic, or international anticorruption laws. Neither the Company, the Company nor any of its Subsidiaries, nor any of their respective directorsdirector, officersofficer, employees employee or agents acting on behalf agent of the Company or any of the its Subsidiaries has used any corporate funds to maintain any off-the-books funds or engage in any off-the-books transactions nor has any of the before before-stated parties falsified any documents of the Company documentsor any of its Subsidiaries. The Neither the Company and the nor any of its Subsidiaries have not made any provisions to any person (including foreign government officials) that would constitute an improper rebate, commercial bribe, influence payment, extortion, kickback, or other improper payment in violation of the FCPA, UKBA, or any other applicable anticorruption law. The Neither the Company and the nor any of its Subsidiaries have not conducted any internal or government-initiated investigation, or made a voluntary, directed, or involuntary disclosure to any governmental body or similar agency with respect to any alleged act or omission arising under or relating to any noncompliance with any anticorruption law, including the FCPA and UKBA. Upon request, the Company and each of its Subsidiaries agree to provide Parent with anticorruption law certifications and agree to permit access to its books and records.

Anticorruption Laws. Neither the Company nor, the Knowledge of the Company, the Subsidiaries, nor any director, officer, employee, distributor, reseller, consultant, agent or other third party acting on behalf of the Company or any of the SubsidiariesCompany, has provided, attempted to provide, or authorized the provision of anything of value (including but not limited to payments, meals, entertainment, travel expenses or accommodations, or gifts), directly or indirectly, to any person, including a “foreign official”, as defined by the Foreign Corrupt Practices Act (“FCPA”), which includes employees or officials working for state-owned or controlled entities, a foreign political party or candidate, or any individual employed by or working on behalf of a public international organization, or any other person, for the purpose of corruptly illegally (i) obtaining or retaining business; (ii) influencing any act or decision of a foreign government official in their official capacity; (iii) inducing a foreign government official to do or omit to do any act in violation of their lawful duties; (iv) directing business to another; or (ivv) securing any advantage in violation of the FCPA or United Kingdom Bribery Act of 2010 (“UKBA”) or any applicable local, domestic, or international anticorruption laws. Neither the Company, nor, to the SubsidiariesKnowledge of the Company, nor any of their respective directorsdirector, officersofficer, employees employee or agents acting on behalf of the Company or any of the Subsidiaries has used any corporate funds to maintain any off-the-books funds or engage in any off-the-books transactions nor has any of the before stated parties falsified any Company documents. The Company and the Subsidiaries have has not made any provisions to any person (including foreign government officials) that would constitute an improper illegal rebate, commercial bribe, influence payment, extortion, kickback, or other improper payment in violation of the FCPA, UKBA, FCPA or any other applicable anticorruption law. The Company maintains sufficient internal controls and compliance programs to detect and prevent violations of anticorruption laws (including the Subsidiaries have FCPA), ensure its Books and Records are accurately maintained, and track any payments made to third parties and foreign government officials. The Company has not conducted any internal or government-initiated investigation, or made a voluntary, directed, or involuntary disclosure to any governmental body or similar agency with respect to any alleged act or omission arising under or relating to any noncompliance with any anticorruption law, including the FCPA and UKBAFCPA.

Anticorruption Laws. Neither the Company, the Subsidiaries, nor any director, officer, employee, or any distributor, reseller, consultant, agent or other third party acting on behalf of the Company or any of the Subsidiaries, has provided, attempted to provide, or authorized the provision of anything of value (including payments, meals, entertainment, travel expenses or accommodations, or gifts), directly or indirectly, to any person, including a “foreign official”, as defined by the Foreign Corrupt Practices Act (“FCPA”), which includes employees or officials working for state-owned or controlled entities, a foreign political party or candidate, or any individual employed by or working on behalf of a public international organization, organization for the purpose of corruptly (i) obtaining or retaining businessbusiness for or with, or directing business to, any person; (ii) influencing any act or decision of a foreign government official in their his or her official capacity; (iii) inducing a foreign government official to do or omit to do any act in violation of their his/her lawful duties; or (iv) securing any improper advantage in violation of the FCPA or United Kingdom Bribery Act of 2010 (“UKBA”) or any applicable local, domestic, or international anticorruption laws. Neither the Company, the Subsidiaries, nor any of their respective directors, officers, employees or agents acting on behalf of the Company or any of the Subsidiaries has used any corporate funds to maintain any off-the-books funds or engage in any off-the-books transactions nor has any of the before stated parties falsified any Company documents. The Company and the Subsidiaries have not made any provisions to any person (including foreign government officials) that would constitute an improper rebate, commercial bribe, influence payment, extortion, kickback, or other improper payment in violation of the FCPA, UKBA, or any other applicable anticorruption law. The Company and the Subsidiaries have not conducted any internal or government-initiated investigation, or made a voluntary, directed, or involuntary disclosure to any governmental body or similar agency with respect to any alleged act or omission arising under or relating to any noncompliance with any anticorruption law, including the FCPA and UKBA. Upon request, the Company agrees to provide Parent with anticorruption law certifications and agree to permit access to their books and records.

Anticorruption Laws. Neither the CompanyParent nor any of its Subsidiaries nor, the Subsidiaries, nor any director, officer, employee, distributor, reseller, reseller or consultant, agent or or, to the Knowledge of Parent, other third party acting on behalf of the Company Parent or any of the its Subsidiaries, has in the past three (3) years provided, attempted to provide, or authorized the provision of anything of value (including but not limited to payments, meals, entertainment, travel expenses or accommodations, or gifts), directly or indirectly, to any person, including a “foreign official”, as defined by the Foreign Corrupt Practices Act (“FCPA”), which includes employees or officials working for state-owned or controlled entitiesEntities, a foreign political party or candidate, or any individual employed by or working on behalf of a public international organization, or any other person, for the purpose of corruptly (i) obtaining or retaining business; (ii) influencing any act or decision of a foreign government official in their official capacity; (iii) inducing a foreign government official to do or omit to do any act in violation of their lawful duties; (iv) directing business to another; or (ivv) securing any advantage in violation of the FCPA FCPA, or United Kingdom Bribery Act of 2010 (“UKBA”) or any applicable local, domestic, or international anticorruption lawsLaws. Neither the Company, the Parent nor any of its Subsidiaries, nor any director, officer, employee or agent of their respective directors, officers, employees or agents acting on behalf of the Company Parent or any of the its Subsidiaries has in the past three (3) years used any corporate funds to maintain any off-the-books funds or engage in any off-the-books transactions nor has any of the before before-stated parties falsified any Company documentsdocuments of Parent or any of its Subsidiaries. The Company and the Neither Parent nor any of its Subsidiaries have not in the past three (3) years made any unlawful provisions to any person (including foreign government officials) that would constitute an improper rebate, commercial bribe, influence payment, extortion, kickback, or other improper payment in violation of the FCPA, UKBA, or any other applicable anticorruption lawLaw. The Company Parent and each of its Subsidiaries maintain internal controls and compliance programs that are reasonably designed to detect and prevent material violations of anticorruption Laws (including the FCPA and UKBA), ensure its Books and Records are accurately maintained, and track any payments made to third parties and foreign government officials. Neither Parent nor any of its Subsidiaries have not in the past three (3) years conducted any internal or government-initiated investigation, or made a voluntary, directed, or involuntary disclosure to any governmental body or similar agency with respect to any alleged act or omission arising under or relating to any noncompliance with any anticorruption lawLaw, including the FCPA and UKBA. Upon reasonable request, Parent and each of its Subsidiaries agree to provide Parent with anticorruption Law certifications.

Anticorruption Laws. Neither the CompanyParent Group nor, the SubsidiariesKnowledge of Parent, nor any director, officer, employee, distributor, reseller, consultant, agent or other third party acting on behalf of the Company or any member of the SubsidiariesParent Group, has provided, attempted to provide, or authorized the provision of anything of value (including but not limited to payments, meals, entertainment, travel expenses or accommodations, or gifts), directly or indirectly, to any person, including a “foreign official”, as defined by the Foreign Corrupt Practices Act (“FCPA”), which includes employees or officials working for state-owned or controlled entities, a foreign political party or candidate, or any individual employed by or working on behalf of a public international organization, or any other person, for the purpose of corruptly illegally (i) obtaining or retaining business; (ii) influencing any act or decision of a foreign government official in their official capacity; (iii) inducing a foreign government official to do or omit to do any act in violation of their lawful duties; (iv) directing business to another; or (ivv) securing any advantage in violation of the FCPA or United Kingdom Bribery Act of 2010 (“UKBA”) or any applicable local, domestic, or international anticorruption laws. Neither Parent Group, nor, to the CompanyKnowledge of Parent, the Subsidiariesany director, nor any of their respective directorsofficer, officers, employees employee or agents acting on behalf of the Company or any of the Subsidiaries has used any corporate funds to maintain any off-the-books funds or engage in any off-the-books transactions nor has any of the before stated parties falsified any Company Parent Group documents. The Company and the Subsidiaries have not No member of Parent Group has made any provisions to any person (including foreign government officials) that would constitute an improper illegal rebate, commercial bribe, influence payment, extortion, kickback, or other improper payment in violation of the FCPA, UKBA, FCPA or any other applicable anticorruption law. The Company Parent Group maintains sufficient internal controls and compliance programs to detect and prevent violations of anticorruption laws (including the Subsidiaries have FCPA), ensure its Books and Records are accurately maintained, and track any payments made to third parties and foreign government officials. Parent Group has not conducted any internal or government-initiated investigation, or made a voluntary, directed, or involuntary disclosure to any governmental body or similar agency with respect to any alleged act or omission arising under or relating to any noncompliance with any anticorruption law, including the FCPA and UKBAFCPA.

Anticorruption Laws. Neither the Company, Company nor the Subsidiaries, Israeli Subsidiary nor any directorof their respective directors, officerofficers, employeeemployees, distributordistributors, resellerresellers, consultantconsultants, agent or other third party acting on behalf of the Company or any of the SubsidiariesCompany, has provided, attempted to provide, or authorized the provision of anything of value (including but not limited to payments, meals, entertainment, travel expenses or accommodations, or gifts), directly or indirectly, to any person, including a “foreign official”, as defined by the Foreign Corrupt Practices Act (“FCPA”), which includes employees or officials working for state-owned or controlled entities, a foreign political party or candidate, or any individual employed by or working on behalf of a public international organization, or any other person, for the purpose of corruptly (i) obtaining or retaining business; (ii) influencing any act or decision of a foreign government official in their official capacity; (iii) inducing a foreign government official to do or omit to do any act in violation of their lawful duties; (iv) directing business to another; or (ivv) securing any advantage in violation of the FCPA or United Kingdom Bribery Act of 2010 (“UKBA”) or any applicable local, domestic, or international anticorruption laws. Neither the Company, the Subsidiaries, Company nor any of their respective directorsdirector, officersofficer, employees employee or agents acting on behalf agent of the Company or any of the Subsidiaries has used any corporate funds to maintain any off-the-books funds or engage in any off-the-books transactions nor has any of the before before-stated parties falsified any Company documentsdocuments of the Company. The Company ensure its books and the Subsidiaries have records are accurately maintained, and track any payments made to third parties and foreign government officials. The Company has not made any provisions to any person (including foreign government officials) that would constitute an improper rebate, commercial bribe, influence payment, extortion, kickback, or other improper payment in violation of the FCPA, UKBA, FCPA or any other applicable anticorruption law. The Company and the Subsidiaries have has not conducted any internal or government-initiated investigation, or made a voluntary, directed, or involuntary disclosure to any governmental body or similar agency with respect to any alleged act or omission arising under or relating to any noncompliance with any anticorruption law, including the FCPA FCPA. Upon request, the Company agrees to permit access to its books and UKBArecords. Neither the Company nor the Israeli Subsidiary, nor any of their directors, officers, or employees acting on behalf of the Company or the Israeli Subsidiary, has ever violated Section 291A of the Israeli Penal Code, as amended. Neither the Company nor the Israeli Subsidiary nor any of their Affiliates, officers, directors or employees have violated any (i) financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, or (ii) money laundering Laws or guidelines issued, administered or enforced by any Governmental Entity including the Israeli Prohibition on Money Laundering Law, 2000 (collectively, the “Money Laundering Laws”), and no Action by or before any Governmental Entity or arbitrator involving the Company or the Israeli Subsidiary with respect to the Money Laundering Laws is pending, has ever been pending or, to the Company’s Knowledge, is threatened or has ever been threatened.

Anticorruption Laws. Neither the Company nor, to the Knowledge of the Company, the Subsidiaries, nor any director, officer, employee, distributor, reseller, reseller or consultant, agent or other third party acting on behalf of the Company or any of the SubsidiariesCompany, has in the past three (3) years provided, attempted to provide, or authorized the provision of anything of value (including payments, meals, entertainment, travel expenses or accommodations, or gifts), directly or indirectly, to any person, including a “foreign official”, as defined by the Foreign Corrupt Practices Act (“FCPA”), which includes employees or officials working for state-owned or controlled entities, a foreign political party or candidate, or any individual employed by or working on behalf of a public international organization, or any other person, for the purpose of corruptly (i) obtaining or retaining business; (ii) influencing any act or decision of a foreign government official in their official capacity; (iii) inducing a foreign government official to do or omit to do any act in violation of their lawful duties; (iv) directing business to another; or (ivv) securing any advantage in violation of the FCPA or United Kingdom Bribery Act of 2010 (“UKBA”) or any applicable local, domestic, or international anticorruption laws. Neither the Company nor, to the Knowledge of the Company, the Subsidiariesany director, nor any of their respective directorsofficer, officers, employees employee or agents acting on behalf agent of the Company or any of has in the Subsidiaries has past three (3) years used any corporate funds to maintain any off-the-books funds or engage in any off-the-books transactions nor has any of the before before-stated parties parties, to the Knowledge of the Company, falsified any Company documentsdocuments of the Company. The Company and has not in the Subsidiaries have not past three (3) years made any unlawful provisions to any person (including foreign government officials) that would constitute an improper rebate, commercial bribe, influence payment, extortion, kickback, or other improper payment in violation of the FCPA, UKBA, or any other applicable anticorruption law. The Company maintains internal controls and compliance programs that are reasonably designed to detect and prevent material violations of anticorruption laws (including the Subsidiaries have FCPA and UKBA), ensure its books and records are accurately maintained, and track any payments made to third parties and foreign government officials. The Company has not in the past three (3) years conducted any internal or government-initiated investigation, or made a voluntary, directed, or involuntary disclosure to any governmental body or similar agency with respect to any alleged act or omission arising under or relating to any noncompliance with any anticorruption law, including the FCPA and UKBA. Upon request, the Company agrees to provide Parent with anticorruption law certifications and agrees to permit access to its books and records.

Anticorruption Laws. Neither the Company, the Subsidiaries, nor any director, officer, employee, distributor, reseller, consultant, agent or other third party acting on behalf of the The Company or any of the Subsidiaries, has not provided, attempted to provide, or authorized the provision of anything of value (including but not limited to payments, meals, entertainment, travel expenses or accommodations, or gifts), directly or indirectly, to any person, including a “foreign official”, as defined by the Foreign Corrupt Practices Act (“FCPA”), which includes employees or officials working for state-owned or controlled entities, a foreign political party or candidate, or any individual employed by or working on behalf of a public international organization, ) for the purpose of corruptly (i) obtaining or retaining business; (ii) influencing any act or decision of a foreign government official in their official capacity; (iii) inducing a foreign government official to do or omit to do any act in violation of their lawful duties; (iv) directing business to another; or (ivv) securing any advantage in violation of the FCPA or United Kingdom Bribery Act of 2010 (“UKBA”) or any applicable local, domestic, or international anticorruption laws. Neither Interested Party Transactions . No officer or director of the Company or the Seller (nor any immediate family member of any of such Persons, or any trust, partnership or corporation in which any of such Persons has an interest) (each, an “Interested Party”), has, directly or indirectly, (i) any interest in any Person which furnished or sold, or furnishes or sells, the same or similar services, products, technology or Intellectual Property Rights that the Company furnishes or sells, or proposes to furnish or sell, or (ii) any interest in any Person that purchases from, or sells or furnishes to, the Company any goods or services or otherwise has entered into a Contract with the Company, or (iii) any direct or indirect interest in, or is a party to, any Contract to which the SubsidiariesCompany is a party; provided, however, that ownership of no more than one percent (1%) of the outstanding voting stock of a publicly traded corporation shall not be deemed to be an “interest in any Person” for purposes of this Section 2.23. All transactions pursuant to which any Interested Party has purchased any services, products, technology or Intellectual Property Rights from, or sold or furnished any services, products, technology or Intellectual Property Rights to, the Company have been on an arms-length basis on terms no less favorable to the Company than would be available from an unaffiliated party. Books and Records . The Company has made and kept business records, financial books and records, personnel records, ledgers, sales accounting records, Tax records and related work papers (collectively, the “Books and Records”) that are true, correct and complete in all material respects and accurately and fairly reflect, in all material respects, the business activities of the Company. The Company has not engaged in any material transaction, maintained any bank account or used any corporate funds except as reflected in its normally maintained Books and Records. At the Closing, the Books and Records will be in the possession of the Company. Third-Party Expenses . The Company has not incurred, directly or indirectly, any liability for brokerage or finders’ fees or agents’ commissions, fees related to investment banking or similar advisory services or any similar charges in connection with this Agreement or any transaction contemplated hereby, nor will the Purchaser or the Company incur, directly or indirectly, any of their respective directors, officers, employees such liability based on arrangements made by or agents acting on behalf of the Company or any of the Subsidiaries has used any corporate funds to maintain any off-the-books funds or engage in any off-the-books transactions nor has any of the before stated parties falsified any Company documentsCompany. The Company and the Subsidiaries have not made any provisions to any person (including foreign government officials) that would constitute an improper rebate, commercial bribe, influence payment, extortion, kickback, or other improper payment in violation of the FCPA, UKBA, or any other applicable anticorruption law. The Company and the Subsidiaries have not conducted any internal or government-initiated investigation, or made a voluntary, directed, or involuntary disclosure to any governmental body or similar agency with respect to any alleged act or omission arising under or relating to any noncompliance with any anticorruption law, including the FCPA and UKBA.Suppliers